THE BUSINESS SERVICES PRACTICE GROUP
THE BUSINESS SERVICES PRACTICE GROUP
The Business Services Practice Group consists of a team of experienced business lawyers and experts in the important areas of substantive law that impact the operation of most businesses. The Group provides a full range of legal services to privately held manufacturing and service companies in a wide variety of industries. Attorneys in the Group are responsible for coordinating the services provided by the other Practice Groups to clients of the firm. Clients presently represented include a large domestic shipper's agent; an international freight forwarder and customs broker; several well known environmental engineering and consulting firms; a growing asbestos and lead abatement contractor; an established records storage company; several real estate developers; numerous successful and growing medical practices, as well as a number of successful manufacturing firms and retailers.
While our largest clients currently have annual revenues in excess of $100 million, we have historically focused our activities on closely held entrepreneurial companies with annual revenues of between $1 million and $10 million.
We believe that the collective experience of members of the Business Services Practice Group in assisting the owners and managers of these companies expand their activities from local to national operations, and from start up to maturity has provided us with a comprehensive understanding of the challenges such companies encounter on a daily basis, as well as a special capability in solving the business and legal problems of successful entrepreneurial business enterprises.
Services provided to the business clients by the Business Services Practice Group include:
BUSINESS SERVICES:
Business Organization, Review and Restructuring:
The legal form utilized by a business enterprise, its capital structure and agreement among the principals concerning critical management issues will have important consequences relating to the operation of the business, its taxation and that of its principals, potential personal liability, control of the operations and future of the enterprise and succession of ownership. The Group provides clients with advice and counselling with respect to selection and structure of the appropriate entity, including investigation of financing and tax alternatives and operational issues.
As companies grow and mature, they must be aware of and adapt to constant changes in the tax, legal and regulatory climate within which they operate. Occasionally, a restructuring of an enterprise may become appropriate. The Group keeps abreast of these important issues and advises its clients accordingly.
Management Counseling and Transactional Services:
The contemporary business enterprise must operate in an over regulated business environment in which its management confronts legal issues and problems on a daily basis that can have substantial adverse effects on the enterprise. The Business Services Group provides timely management counseling on such day to day operating issues to privately held clients that do not have internal legal resources, and assists clients in implementing such advice. The Group also assists clients in analyzing, structuring, negotiating and documenting major transactions.
The following management counseling and services are provided:
- Business Operations: Consultation and advice concerning day to day operating issues such as advice relating to employee relations; account collection, financing issues; advice concerning entity ownership and issues of succession; sales, mergers and acquisitions; advice concerning regulatory matters, such as environmental and OSHA compliance and labor matters; purchase, sale and leasing of real and personal property; initiating and responding to litigation; required legal housekeeping, such as the filing of corporate annual reports, preparation of notices and minutes of annual shareholders and directors meetings and stock transfers; attendance at periodic general business planning meetings; and the providing of general advice in connection with such meetings; and interfacing with specialists.
- Federal, State and Local Taxation: Consultation and advice as to federal tax-related matters, with emphasis on business and corporate tax planning as well as corporate-shareholder relationships, including acquisition planning, recapitalization, distributions, and other corporate transactions; tax planning and counseling for individuals, partnerships, closely-held corporations, limited liability companies and tax-exempt organizations. In addition, the Group represents clients in audits, appeals, and other federal, state and local tax disputes. Members of the Group also practice state and local taxation law and represent clients in negotiations and administrative proceedings before the Illinois Department of Revenue and in both trial and appellate courts.
- Federal, State and Local Taxation: Consultation and advice concerning all aspects of ERISA compliance including preparation and submission of qualified retirement plan documents and preparation of cafeteria and other welfare plan documents; 403(b) annuities; executive compensation matters; state medical insurance law; all aspects of employment law including federal and state nondiscrimination statutes such as Title VII and the Illinois Human Rights Act, The Age Discrimination in Employment Act, The Americans With Disabilities Act, The Family and Medical Leave Act, COBRA, Fair Labor Standards Act, and unemployment compensation and workers' compensation acts; EEOC issues, including ADA, sexual harassment and OSHA issues; employee benefit plan issues.
- Environmental Law : Advising property owners and lenders concerning "Superfund" (i.e. CERCLA), and hazardous waste disposal (i.e. RCRA) issues and federal, state and local environmental compliance and, reporting requirements; cleanup of contaminated property, including removal of underground storage tanks; the disposal or acquisition and cleanup of environmentally distressed or contaminated property; representing property owners in actions to recover cleanup costs, including reimbursement from the Illinois LUST fund, in dealings with environmental consulting and engineering firms and in front of governmental and regulatory agencies, including defense of enforcement proceedings; hazardous chemical transportation and release emergency response issues.
- Labor Law : Representing employers regarding: union organization campaigns; defense and prosecution of unfair labor practice charges; collective bargaining agreements; labor arbitration, defense and prosecution.
- Domestic and International Shipping and Transport Law: Consultation and advice to wholesalers, retailers, and distributors, as well as carriers, forwarders, brokers, shipping agents and other intermediaries related to domestic and international shipping and transport and trade issues; cargo loss, damage and delay litigation and counseling regarding compliance with statutory and regulatory requirements.
- Real Estate : Representation of purchasers, sellers, lenders and borrowers in acquisition and sale of real estate and in real estate financing transactions; mortgage and mechanics lien foreclosures; construction and development, including financing; residential, commercial and industrial leasing; forcible entry and detainer and landlord-tenant relations; environmental; and zoning and planning matters.
- Litigation: Representing plaintiffs and defendants in all types of commercial litigation in state and federal courts, arbitration and regulatory actions.
OWNER SERVICES
The Owner of a closely held company has a need for diversified legal and business advice and services related to the ownership and management of his/her company. Owners are concerned not only with all of the organizational and operational concerns of their business, but also with protection of their personal assets, providing for their families and
succession of the ownership of their major asset, the business. Personal assets may be protected through the selection of an entity through which to carry on the business and methods of financing its ongoing operations.
Periodic reviews and careful estate planning are required to provide the maximum benefits for family members. A major component of estate planning is preparing for the succession of the ownership of the business. Long term careful planning is required to minimize the impact of federal estate taxes which frequently compels the sale of a closely
held business upon the death of its owner. The Group has special expertise in counseling the owners of family business concerning the transfer of management and ownership of the business from one generation to the nest in the most efficient manner. The Group also provides advice concerning personal income, estate and property taxation matters.
As a part of its advice to individuals, the Group offers a full range of estate planning services, including tax counseling, preparation of wills and trusts and financial planning.
Recent representative transactions completed by members of the Business Practice Group.